Pelican Acquisition Corporation Issues Clarification on Stock Repurchase Excise Tax and Provides Business Combination Updates

Key Highlights for Investors

• Excise Tax Clarification: Pelican Acquisition Corporation (the “Company”) has issued a clarification regarding the potential application of the 1% excise tax on certain stock repurchases, as introduced by the Inflation Reduction Act of 2022.
• No Excise Tax on Share Redemptions: The Company does not expect the 1% excise tax to apply to redemptions of its ordinary shares in connection with the upcoming shareholder vote to approve the proposed business combination with Greenland Exploration Limited and March GL Company.
• Reason for Tax Exemption: Pelican is incorporated as a Cayman Islands exempted company and, as such, is not considered a “covered corporation” under Section 4501 of the U.S. Internal Revenue Code. Thus, the excise tax is not expected to impact redemptions by public shareholders related to the business combination vote.
• Impact on Cash Received by Shareholders: The Company does not expect any excise tax to reduce the amount of cash that public shareholders receive if they elect to redeem their shares in connection with the business combination.
• Caution on Future Guidance: The statement is based on current law and guidance; however, the U.S. Treasury or IRS could issue future regulations that may change this interpretation, potentially with retroactive effect.
• Business Combination Details: The Company is advancing its proposed business combination with Greenland Exploration Limited and March GL Company, which includes strategic positions in North American energy assets, particularly in Greenland’s Jameson Land Basin.
• Forward-Looking Risks: The Company has highlighted a range of risks and uncertainties that could affect the business combination, including regulatory approvals, shareholder votes, retention of key personnel, and overall market conditions.
• Contact Information: CEO Robert Labbe is available for investor inquiries.

Details Investors Need to Know

Pelican Acquisition Corporation has moved to clarify a potential point of confusion for shareholders regarding the 1% stock repurchase excise tax introduced as part of the Inflation Reduction Act of 2022. According to the Company, as a Cayman Islands exempted company, it does not fall under the definition of a “covered corporation” for purposes of this excise tax as outlined in Section 4501 of the Internal Revenue Code. This means that, based on current law and guidance, shareholders who opt to redeem their ordinary shares in connection with the shareholder vote to approve the proposed business combination will not see the proceeds from their redemptions reduced by the 1% excise tax.

This clarification is potentially price-sensitive and significant for investors considering the redemption of shares. The assurance that the excise tax will not diminish their cash returns could reduce uncertainty and impact redemption decisions, which in turn may influence share price volatility around the time of the business combination vote.

The Company, however, cautions that this interpretation could be affected if the U.S. Treasury or IRS issues additional regulations or guidance, even on a retroactive basis. This introduces a degree of regulatory risk that investors should monitor closely.

Business Combination Progress

The Company is proceeding with its proposed business combination involving Greenland Exploration Limited and March GL Company. Greenland Exploration Limited is focused on developing energy assets in North America, while March GL Company is involved in a significant drilling project in Greenland’s Jameson Land Basin. March GL has agreed to fund 100% of the costs for up to two exploration wells and, in return, could earn up to a 70% interest in the basin through its arrangement with 80 Mile’s subsidiary company. March GL will also serve as the Field Operations Manager for the project.

Pelican Acquisition Corporation, as a blank check company, continues to target a wide range of industries and regions for potential mergers and acquisitions. The successful completion of this business combination would result in Greenland Energy Company becoming the go-forward public entity.

Risks and Uncertainties

The Company has outlined numerous risks that could affect the completion and success of the business combination. These include:

• Possible delays or failure to meet deadlines for business combination approvals and extensions.
• Potential termination of definitive agreements due to unforeseen events or circumstances.
• Regulatory, legal, or governmental proceedings that may arise, possibly disrupting operations.
• Shareholder or other interested party disapproval of the transaction.
• Challenges in retaining or recruiting key personnel following the merger.
• Uncertainty around the listing of Greenland’s common stock on a national securities exchange.
• Disruption to ongoing plans and operations due to the combination process.
• Potential for greater-than-expected share redemptions impacting transaction economics.
• Other economic, business, and competitive factors, including risks related to licenses and permits for the Greenland project.
• Potential for litigation and regulatory enforcement actions, creating additional costs and management distraction.
• Other risks detailed in the Company’s SEC filings, including the Registration Statement and “Risk Factors” sections.

Investors should note that any of these factors could materially impact the outcome of the business combination and, therefore, the future share value of Pelican Acquisition Corporation and, post-merger, Greenland Energy Company.

Contact and Further Information

For further inquiries, shareholders and interested parties may contact:

Robert Labbe
Chief Executive Officer
Email: [email protected]
Tel: (212) 612-1400

Disclaimer

This article contains forward-looking statements based on information currently available and reflects management’s current interpretation of applicable law and available guidance. Future regulations, guidance, or events could impact the accuracy of these statements, including with retroactive effect. Investors are encouraged to review the Company’s filings with the SEC and consult with their financial advisors before making investment decisions. The Company does not undertake any obligation to update forward-looking statements except as required by law.

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